-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, IP6VHOoDEORk8cWHl1WcQ0dKSIeXRa3go/Hwsd6+Anx0pBcEOhGdtITwE3XJu2Lk ww+SaFdxti7qthSgCwVz5g== 0000950123-95-001841.txt : 199506290000950123-95-001841.hdr.sgml : 19950629 ACCESSION NUMBER: 0000950123-95-001841 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950628 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENOVESE DRUG STORES INC CENTRAL INDEX KEY: 0000040970 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 111556812 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07623 FILM NUMBER: 95550040 BUSINESS ADDRESS: STREET 1: 80 MARCUS DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5164201900X216 MAIL ADDRESS: STREET 1: 3500 ONE PEACHTREE CENTER STREET 2: 303 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30308 11-K 1 FORM 11-K ANNUAL REPORT FOR YEAR ENDED 12/31/94 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT 1934 /X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994. OR / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from ______________ to ______________. Commission File No. 1-7623 THE GENOVESE RETIREMENT AND SAVINGS PLAN (the "Plan") - ------------------------------------------------------------------------------- (Full title of the Plan) GENOVESE DRUG STORES, INC., 80 Marcus Drive, Melville, New York 11747 --------------------------------------------------------------------- (Name of Issuer of the securities held pursuant to the Plan and the address of its executive office) -1- 2 REQUIRED INFORMATION Audited financial statements for the Plan prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended, are filed herewith in lieu of an audited statement of financial condition and statement of income and changes in plan equity. Financial Statements and Exhibits A) The following financial statements are filed as part of this annual report and appear immediately after the signature page hereof: 1) Statements of Assets Available for Plan Benefits - December 31, 1994 and December 31, 1993. 2) Statements of Changes in Assets Available for Plan Benefits - December 31, 1994 and December 31, 1993. B) The following exhibit is filed as part of this annual report: Exhibit No. 23 ...... Consent of Independent Auditors -2- 3 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized. THE GENOVESE RETIREMENT AND SAVINGS PLAN Date: June 27, 1995 By: s/ Gene L. Wexler --------------------------- Gene L. Wexler Member - Administrative Committee -3- 4 [LETTERHEAD OF DELOITTE & TOUCHE LLP] INDEPENDENT AUDITORS' REPORT The Genovese Retirement and Savings Plan Committee: We have audited the accompanying statements of assets available for plan benefits of The Genovese Retirement and Savings Plan (the "Plan") as of December 31, 1994 and 1993, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the assets available for plan benefits of the Plan as of December 31, 1994 and 1993, and the changes in assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. /s/ Deloitte & Touche LLP June 12, 1995 5 GENOVESE DRUG STORES, INC. THE GENOVESE RETIREMENT AND SAVINGS PLAN STATEMENTS OF ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1994 AND 1993 - -------------------------------------------------------------------------------
1994 1993 ---- ---- ASSETS: Investments - at quoted market value (Note 5) $9,168,296 $7,041,118 Loans receivable from participants 281,735 137,876 Employee contributions receivable 189,189 122,017 Employer contributions receivable 26,486 19,727 Cash 506 25 ---------- ---------- ASSETS AVAILABLE FOR BENEFITS $9,666,212 $7,320,763 ========== ==========
See notes to financial statements. -2- 6 GENOVESE DRUG STORES, INC. THE GENOVESE RETIREMENT AND SAVINGS PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993 - -------------------------------------------------------------------------------
1994 1993 ---- ---- EMPLOYEE CONTRIBUTIONS $2,456,238 $2,235,473 EMPLOYER CONTRIBUTIONS 343,461 375,188 Dividend and interest income 437,588 339,850 Appreciation (depreciation) in fair value of assets (Note 5) (75,036) 104,046 ---------- ---------- Total additions 3,162,251 3,054,557 PAYMENTS TO RETIRED AND TERMINATED PARTICIPANTS AND WITHDRAWALS (816,802) (485,610) ---------- ---------- INCREASE IN NET ASSETS 2,345,449 2,568,947 ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of year 7,320,763 4,751,816 ---------- ---------- End of year $9,666,212 $7,320,763 ========== ==========
See notes to financial statements. -3- 7 GENOVESE DRUG STORES, INC. THE GENOVESE RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 1. PLAN DESCRIPTION The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan. a. General - Genovese Drug Stores, Inc. (the "Employer") provides a retirement and savings plan for substantially all of its employees. The Plan is a defined contribution plan. The Plan is available to all employees who have attained age 21 and have completed one year of service. The normal retirement date under the Plan is the Employer's year-end date following the member's sixty-fifth birthday. Early retirements are permitted up to five years before the normal retirement date. Retirement benefits are reduced to the amount vested at that time. b. Contributions - The Employer's contribution is made on a monthly basis and is determined by the Company's management. The contribution may consist of up to $.50 on each dollar that an employee contributes up to two percent of an employee's annual earning, as defined. Contributions may be made in cash or in shares of the Employer's Stock at the discretion of the Company's management. c. Vesting - Employees have immediate vesting in their own contributions and the accumulated earnings thereon. Employer contributions and earnings thereon become 20 percent vested to members who are credited with one year of service as defined by the Plan. Vesting increases 20 percent for each of the next four years, with full vesting after five years of service. 2. SIGNIFICANT ACCOUNTING POLICIES a. Basis of Presentation - The accompanying financial statements have been prepared on the accrual basis of accounting. b. Valuation of Investments - Investments are carried at quoted market value. The increase in unrealized appreciation represents the changes in the quoted market value of the investments. Security transactions are recorded as of the trade date, realized gains and losses are based on average cost, and dividends are recorded when declared. 3. PLAN TERMINATION POLICIES The Employer intends to continue the Plan indefinitely but reserves the right to amend or terminate the Plan at its discretion. If the Plan is terminated, the interests of the participants would become fully vested and nonforfeitable. -4- 8 4. FEDERAL INCOME TAXES The Plan is intended to qualify under Section 401(a) of the Internal Revenue Code and to be tax exempt under Section 501(a) of the Internal Revenue Code. The Plan has received a favorable determination letter from the Internal Revenue Service dated October 12, 1993. 5. INVESTMENTS Investments at December 31, 1994 consisted of the following:
DESCRIPTION COST FAIR VALUE ----------- ---------- ---------- Dreyfus Trust Company - Capital Preservation Fund $5,935,549 $5,935,549 Dreyfus Trust Company - Balanced Fund 859,930 869,343 Dreyfus Trust Company - New Leaders Fund 930,537 862,311 Dreyfus Trust Company - Appreciation Fund 775,504 803,248 Genovese Drug Stores, Inc. - Class A Common Stock 629,115 697,845 ---------- ---------- $9,130,635 $9,168,296 ========== ==========
-5- 9 Activities in the various investment funds during the year ended December 31,1994 were as follows:
Genovese Drug Dreyfus Dreyfus Stores, Capital Dreyfus New Dreyfus Inc. Preservation Balanced Leaders Appreciation Class A Fund Fund Fund Fund Stock ------------ -------- -------- ------------ -------- ADDITIONS TO ASSETS: Employee contributions $1,164,554 $355,446 $374,700 $320,469 $173,897 Employer contributions 177,712 47,327 44,566 43,797 23,300 Dividend and interest income 311,122 34,446 68,145 16,002 7,873 Appreciation (depreciation) in fair value of assets - (2,302) (67,791) 14,688 (19,631) Loan repayments 86,525 11,559 13,848 8,106 4,726 Transfers in 66,947 40,439 97,878 48,840 157,567 ------ ------ ------ ------ ------- Total additions 1,806,860 486,915 531,346 451,902 347,732 DEDUCTIONS FROM ASSETS: Payments to retired and terminated participants and withdrawals 598,823 66,921 66,290 39,422 31,473 Loans issued 217,323 21,763 24,096 19,314 - Transfers out 286,462 31,745 58,091 27,011 8,843 ------- ------ ------ ------ ----- NET ADDITIONS 704,252 366,486 382,869 366,155 307,416 ASSETS AVAILABLE FOR PLAN BENEFITS, Beginning of year 5,231,297 502,857 479,442 437,093 390,429 --------- ------- ------- ------- ------- End of year $5,935,549 $869,343 $862,311 $803,248 $697,845 ========== ======== ======== ======== ========
-6- 10 6. ADMINISTRATIVE COSTS Although not required under the terms of the Plan, personnel and facilities of the Employer have been used for its accounting and other activities at no charge to the Plan. Certain administrative costs incurred in connection with investment transactions and other activities are paid by the Employer. 7. PLAN LIABILITIES In accordance with the American Institute of Certified Public Accountants Audit and Accounting Guide, Audits of Employee Benefit Plan, amounts payable to participants have been included in Assets Available for Benefits. Amounts payable to terminated employees were $176,950 and $142,568 at December 31, 1994 and 1993 and amounts refundable to plan participants representing excess contributions were $274,620 and $201,801 at December 31, 1994 and 1993. * * * * * * -7- 11 FORM 11-K INDEX TO EXHIBITS
EXHIBIT NO. PAGE NO. - ----------- -------- 23 Consent of Independent Auditors
EX-23 2 CONSENT OF INDEPENDENT AUDITORS 1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-53529 of Genovese Drug Stores, Inc. on Form S-8 of our report dated June 12, 1995 appearing in the Annual Report on Form 11-K of the Genovese Drug Stores, Inc. Retirement and Savings Plan for the year ended December 31, 1994. s/Deloitte & Touche, L.L.P. Jericho, New York June 23, 1995. -----END PRIVACY-ENHANCED MESSAGE-----